C.1 .26 State whether the Bylaws or the regulations of the Board establish any limit on the age of directors:
YES
Age limit Chairman
65
years
Age limit Executive Director
70
years
Age limit director
65
years
C.1 .27 Indicate whether the bylaws or the Board Regulations establish a limited mandate for Independent Directors, other than as set
forth in the legal regulations:
NO
C.1 .28 Indicate whether the bylaws or the Board of Directors Regulations establish specific rules for delegating votes to the Board of
Directors, how this should be done, and in particular, the maximum number of delegations any Director may have, and whether
there is any obligation to delegate to a Director of the same type. If so, give a brief summary of these rules.
Article 22 of the Regulations of the Board of Directors states that directors must attend Board meetings in person. In exceptional cases when this is not possible,
they shall ensure that any representation conferred on another member of the Board includes, as far as possible, the appropriate instructions. Said delegations
may be made in writing or by any other means that ensures the truth and validity of the representation in the Chairman’s opinion.
C.1 .29 State the number of meetings that the Board of Directors has held during the year. Also indicate, as applicable, the number of
times that the Board has met without its Chairman attending: The calculation of non-attendance includes representations made
with specific instructions.
Number of Board meetings
16
Number of Board meetings not attended by the Chairman
0
State the number of meetings that the various committees attached to the Board have held during the year:
Committee
No. of Meetings
EXECUTIVE OR DELEGATE COMMITTEE
11
AUDIT COMMITTEE
7
APPOINTMENTS AND REMUNERATIONCOMMITTEE
9
C.1 .30 State the number of meetings that the Board of Directors has held during the year with the attendance of all of its members. The
calculation of non-attendance includes representations made with specific instructions:
Attendances by Directors
14
Attendances as a percentage of total votes during the year
87.50
C.1 .31 State whether the individual and consolidated financial statements that are presented to the Board to be approved are certified
in advance:
NO
C.1 .32 Explain, if applicable, the mechanisms established by the Board of Directors to prevent the individual and consolidated financial
statements drafted by it from being submitted to the General Shareholder’s Meeting with qualifications in the audit report.
Article 41.2 of the Regulations of the Board establishes that the Board of Directors shall try to definitively prepare the financial statements so that there are no
auditor qualifications. Nevertheless, when the Board considers that its criteria should remain unchanged, it shall publicly explain the content and scope of the
discrepancies.
ANNUAL CORPORATE GOVERNANCE REPORT
30
